Exhibit 20.1



May 13, 2022

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

        Re: Registration Statement on Form S-4 (Registration No. 333-263573)

To whom it may concern:

         Reference is made to the above-referenced registration statement (the
  Registration
Statement   ) of D-Wave Quantum Inc. (the    Issuer   ) under the Securities
Act of 1933, as
amended (the    Securities Act   ) with respect to a proposed business
combination involving a
merger, consolidation, exchange of securities, acquisition of assets, or
similar transaction
involving a special purpose acquisition company and one or more target
companies (the
   Transaction   ). The Registration Statement has not yet been declared
effective as of the date of
this letter.

        This letter is to advise you that, effective as of the date of this
letter, our firm has resigned
from, or ceased or refused to act in, every capacity and relationship in which
we were described
in the Registration Statement as acting or agreeing to act (including, without
limitation, any
capacity or relationship (i) required to be described under Paragraph (5) of
Schedule A of the
Securities Act or (ii) for which consent is required under Section 7 of the
Securities Act) with
respect to the Transaction.

        Therefore, we hereby advise you and the Issuer, pursuant to Section
11(b)(1) of the
Securities Act, that none of our firm, any person who controls it (within the
meaning of either
Section 15 of the Securities Act or Section 20 of the Securities Exchange Act
of 1934, as
amended) or any of its affiliates (within the meaning of Rule 405 under the
Securities Act) will
be responsible for any part of the Registration Statement. This notice is not
intended to constitute
an acknowledgment or admission that we have been or are an underwriter (within
the meaning of
Section 2(a)(11) of the Securities Act or the rules and regulations promulgated
thereunder) with
respect to the Transaction.

                                                    Sincerely,

                                                    CITIGROUP GLOBAL MARKETS
INC.

                                                    By: _____________________
                                                    Name: Dan Mallegni
                                                    Title: Managing Director
 Enclosures

cc:   Jan Woo
      Patrick Faller
      Robert Littlepage
      Lisa Etheredge
              Securities and Exchange Commission

      John M. Markovich
      Tanya J. Rothe
             D-Wave Systems Inc.

      Emil Michael
            D-Wave Quantum Inc.